How To Understand The Financial Situation Of A Company

Transcription

1 2012 Reference Document Including the annual financial report 0

2 NRJ GROUP 2012 registration document including the annual financial report In accordance with Article of the General Regulations of the Financial Markets Authority [Autorité des marchés financiers], the French version of the present registration document was registered with the Financial Markets Authority on 28 March It may be used in support of a financial transaction if it is supplemented by an offering circular approved by the Financial Markets Authority. The French version of this document was established by the issuer and implicates the liability of its signatories. CONTENTS Introduction Contents of the present document Financial communication Correspondence tables European regulations Annual financial report / Other information Correspondence table (Article 225 of the French Grenelle II Act) Responsible persons and Statutory Auditors Person responsible for registration document Statement by person responsible for registration document Independent auditors Mandates Fees Documents incorporated by reference Presentation - activities and results - important elements (property, subsidiaries and contracts) of the Group and the parent company History and development Simplified Group organisation on 31 December Key figures Historical financial information Intermediate financial information Activity and results Presentation of the business lines and their markets Exceptional events affecting these markets Results of the Group's activities Investments and financing Recent developments and outlook Other information Research and Development Important subsidiaries Real estate

3 2.6 NRJ GROUP parent company Situation and activity of NRJ GROUP during the past financial year and quantified results for the year Recent developments and outlook Research and Development Luxury expenditure Development of investments Information on terms of payment Risk factors and insurance Risks related to the company's business Risks related to economic environment and competitive position Risks related to the economic model Other economic risks Operational, industrial and technical risks Risks related to the production and broadcasting of a radio signal Risks related to the production and broadcasting of a digital television channel Risks related to broadcasting advertising Risks related to information systems Dependency on suppliers Risks related to the organisation of events and shows Environmental risks Magnetic field measurements Other measures for protecting sites and employees Other environmental measures Legal risks Risks related to the regulations Risks related to intellectual property rights Risks related to the content publisher status Risks related to legal disputes, judicial procedures and arbitration Financial risks Insurance and coverage of the Group's risks Property damage insurance Civil liability insurance Executive liability insurance for corporate officers Other insurance: France Insurance for international subsidiaries Corporate social responsibility The Group and its stakeholders Corporate governance and internal references External stakeholders Compliance with the instructions and recommendations of the CSA Relations with listeners and viewers Relations with advertisers Relations with suppliers Sponsorship Employees Workforce and employment Organisation of working time and absenteeism Remuneration

4 4.2.4 Collective relationships Health and safety Training Equality of treatment The environment Energy consumption Electromagnetic waves Other environmental factors Corporate governance Board of Directors General management operating methods Composition of the Board of Directors, mandates and functions of serving directors Observer Remuneration Remuneration paid and options/shares awarded to executive corporate officers Attendance fees and other remuneration received by non-executive corporate officers Share options/performance shares Additional information concerning directors Absence of conviction for fraud, of association with a bankruptcy or incrimination and/or public sanction Conflicts of interest Operations with related parties Other information Report from the Chairman of the Board of Directors on the composition of the Board, the conditions for preparing and organising the work of the Board and on the procedures for internal audit and risk-management Corporate governance Procedures for internal audit and risk management Report of the Independent Auditors on the Chairman of the Board of Directors' report General information concerning NRJ GROUP and its share capital Articles of association and operation Capital and voting rights Capital Authorisations related to increasing the share capital and other approvals Potential share capital Voting rights Breakdown of share capital and voting rights Share buybacks Pure registered shares pledged as collateral Market for NRJ Group shares

5 6.4 Dividends Dividends paid out for previous years Dividend policy NRJ GROUP consolidated financial statements on 31 December Consolidated statement of financial position Consolidated income statement Consolidated statement of comprehensive income Consolidated cash flow statement Statement of changes in consolidated shareholders equity Notes to the consolidated financial statements Independent auditors' report on the consolidated financial statements NRJ Group unconsolidated financial statements: Year ended 31 December Unconsolidated balance sheet Unconsolidated income statement Unconsolidated cash flow statement Notes to the annual financial statements Company's financial results over the past five years Independent auditors report on the annual financial statements Ordinary General Meeting on 28 May Agenda Summary of resolutions Draft resolutions Independent auditors' special report on regulated agreements and commitments

6 INTRODUCTION CONTENT OF PRESENT DOCUMENT Items from the registration document Items from the annual financial report Items from the management report Report from the Chairman of the Board of Directors on the composition of the board, the conditions for preparing and organising the work of the Board and on the procedures for internal audit and risk-management Other Financial Markets Authority (AMF) regulatory information: Independent Auditors' fees, description of share buyback programme FINANCIAL COMMUNICATION Documents accessible to the public The Memorandum and Articles of Association, the minutes of Annual General Meetings, the reports of the Independent Auditors and other corporate documents can be consulted at the Company's head office. Regulatory information and other recurrent information communicated publicly is available on the Group's Internet site: 5

7 CORRESPONDENCE TABLES To facilitate the reading of the present annual report, which is filed as the registration document, the following correspondence table identifies the main information specified by Appendix 1 of "European" Regulation n 809/ 2004 in application of Directive /EC. (na: not applicable) Sections of appendix 1 of "European" Regulation n 809/2004 Page 1 - Responsible persons 1.1- Name and function of responsible persons Certification by responsible persons Statutory auditors 2.1- Name and address of statutory auditors of accounts Appointment situation of statutory auditors of accounts Selected financial information 3.1- Historical financial information Intermediate financial information Risk factors Information concerning the issuer 5.1- History and development of the Company Registered company name and trade name Place and number of registration with Trade and Companies Registry Date of establishment and term of the Company Registered head office, legal status and applicable legislation Significant events in the development of the Company's business , Investments Main investments in 2011 and , Main ongoing investments Main future investments Overview of activities 6.1- Main activities , Category of transactions carried out by the Company New activities developed by the Company , Main markets Non-recurring events Possible dependence , Information serving as the basis for the Company's declarations concerning its competitive position , Organisation chart 7.1- Brief description of Group List of the Company's important subsidiaries , 39, Real-estate, plant and equipment 8.1- Existing or planned significant capital assets , Environmental questions likely to influence use of capital assets Examination of financial situation and results 9.1- Financial situation , Operating income , 113, Factors having an influence on the Company's operating income Significant changes to net revenues or net income Strategies or factors that have influenced or may significantly influence the Company's operations

8 10 - Cash and funding Information on the Company's short and long-term capital , , 116, Source and amount of cash flows ,115, Conditions of borrowing and structure of funding , Information concerning any restriction on use of capital that has significantly influenced or might significantly influence, directly or indirectly, the Company's operations na Expected sources of funding ,115, Research and development, patents and licences , Information on trends Recent trends , Factors that may significantly influence the Company's outlook Profit forecasts or estimates na 13.1-Main assumptions na Independent auditors' report na 14 - Administrative and management bodies Information relative to administrative bodies and the senior management Conflicts of interest at the level of the administrative bodies and senior management , Remuneration and benefits Amount of remuneration paid and benefits in kind granted by the Company and its subsidiaries ,88-89,155, Total amounts provisioned or otherwise recognized by the Company or its subsidiaries for payment of pensions, retirement benefits or other benefits Functioning of administrative and management bodies Expiry date of current terms of office for administrative and management bodies Service contracts binding members of administrative and management bodies Information on the audit committee and the remuneration committee Compliance with the corporate governance system in force in France Employees Number of employees , 154, Employee shareholding and stock options ,81, 129, , 170, , 186, Agreement specifying employee shareholding in the Company's capital na 18 - Main shareholders Shareholders holding more than 5% of equity capital or voting rights Existence of different voting rights , Control of the Company Agreement known to the Company for which the implementation may, at a subsequent date, lead to a change in its control Operations with related parties ,154, Information concerning the capital, the financial situation and the results of the Company Historical financial information Pro forma financial information na Financial statements Audit of annual historical financial information , Statement or report certifying the verification of information , 162, Other information verified by the Statutory Auditors , Non-verified financial information na Date of latest financial information December Intermediate and other financial information na 7

9 Financial information not verified since its publication na Interim financial information concerning the first months of the new year na Dividend distribution policy Amount of dividend per share and any comparison , Legal proceedings and arbitration , Significant change in the financial or commercial situation Additional information Share capital Subscribed capital Shares not representative of capital na Treasury shares , , Convertible or exchangeable securities or those associated with stock warrants Information on the conditions governing all acquisition rights and obligations related to subscribed but not fully paid capital, or covering any company aiming to increase capital na Information on the capital of any member of the Group subject to an option or a conditional or non-conditional agreement placing it under option na Change in number of shares in issue Memorandum and articles of association Corporate purpose Internal regulations of the Board of Directors and its committees Rights, privileges and restrictions associated with shares , Actions required to modify shareholders' rights , Annual General Meeting Clauses relative to change of control Breaches of share ownership thresholds Conditions more strict than the law governing changes to capital na 22 - Important contracts na 23 - Information from third parties, declarations by auditors and declarations of interest na Declaration or report from auditor na Statement from third party na 24 - Documents accessible to the public Information on investments , 39, , 175 8

10 To facilitate the reading of the present document, the following correspondence table identifies, in the present Registration Document, the information constituting the annual financial report that must be published by listed companies in accordance with articles L of the Financial and Monetary Code and of the General Regulations of the Financial Markets Authority. Also given are the chapters corresponding to "regulated information" according to the meaning of article of the General Regulations of the Financial Market Authority. A correspondence table of CSR information (Grenelle II Act indicators) is also included. ANNUAL FINANCIAL REPORT 1. UNCONSOLIDATED FINANCIAL STATEMENTS Chapter 8 2. CONSOLIDATED FINANCIAL STATEMENTS Chapter 7 3. MANAGEMENT REPORT (ACCORDING TO THE MEANING OF THE FINANCIAL AND MONETARY CODE) 3.1 INFORMATION CONTAINED IN ARTICLES L and L OF THE COMMERCIAL CODE Analysis and development of business Chapters 2.4 and 2.6 Analysis of results Chapters 2.4 and 2.6 Analysis of the financial situation Chapters 2.4 and 2.6 Main risks and uncertainties Chapter 3 Summary table of currently valid authorisations granted by the Annual General Meeting of shareholders to the Board of Directors for the purposes of increasing the share capital Chapter INFORMATION CONTAINED IN ARTICLE L OF THE COMMERCIAL CODE Information that may be significant in the event of a public offer Chapter INFORMATION CONTAINED IN ARTICLE L OF THE COMMERCIAL CODE Repurchase by the Company of its own shares Chapter DECLARATION OF PHYSICAL PERSONS WHO BEAR RESPONSIBILITY FOR THE ANNUAL FINANCIAL REPORT Chapter 1 5. REPORTS OF THE STATUTORY AUDITORS ON THE UNCONSOLIDATED AND CONSOLIDATED FINANCIAL STATEMENTS Chapters 7.7 and 8.6 OTHER INFORMATION STATEMENT CONCERNING THE FEES OF THE STATUTORY AUDITORS Chapter CHAIRMAN'S REPORT ON INTERNAL AUDIT AND CORPORATE GOVERNANCE Chapter 5.4 INDEPENDENT AUDITORS' REPORT ON THE CHAIRMAN'S REPORT ON INTERNAL AUDIT AND CORPORATE GOVERNANCE Chapter 5.5 DESCRIPTION OF THE SHARE BUYBACK PROGRAMME Chapter

11 Correspondence table with Decree N of 24 A pril 2012 (article 225 of the Grenelle II act) SOCIETAL INDICATORS Treatment of the indicator RD reference Territorial, economic and social impact of the Company's business Relations with stakeholders In terms of employment and regional development France On local populations France The level of dialogue with these persons or organisations France Partnership or sponsorship activities France Outsourcing and suppliers Honesty of practices Inclusion of social and environmental factors in the purchasing policy The importance of outsourcing and the inclusion of social and environmental responsibility in relations with suppliers and subcontractors Action taken to prevent corruption Measures taken in favour of the health and safety of consumers Other measures taken to promote human rights France France In France, the subject of corruption is covered by the ethics charter. The Group is working on an international roll-out, bearing in mind that it does not have any entities located in "sensitive" countries. France NA: the Group does not implement other measures since it does not operate directly in countries identified as infringing human rights , EMPLOYEE-RELATED INDICATORS Treatment of the indicator RD reference Employment Total headcount and breakdown by gender, age and geographical area France Recruitment and redundancies France Remuneration and pay increases France Work organisation Relation with employees Organisation of working time France Absenteeism France Organisation of dialogue with employees, notably procedures for communicating information, and consulting and negotiating with employees France Statement of collective agreements France The conditions for health and safety in the workplace France Health and safety All agreements signed with unions or employee representatives related to health and safety in the workplace France Accidents in the workplace, notably their frequency and severity, and professional illnesses NC: Indicator not followed at the present time - NA = Not applicable NC = Not communicated NS = Not significant RD = Registration document 10

12 EMPLOYEE-RELATED INDICATORS (continued) Treatment of the indicator RD reference Training Equality of treatment Training policies implemented France Total number of training hours France Measures taken to promote equal treatment of men and women Measures taken to promote employment and the integration of disabled people France France The policy to combat discrimination France Promotion and compliance with the stipulations of the fundamental principles of the International Labour Organisation Respect for freedom of association and the right to collective bargaining The elimination of discrimination in respect of employment and occupation The elimination of all forms of forced or compulsory labour Effective abolition of child labour NA: HR reporting covers France only, where the risk of non-compliance with the ILO's fundamental principles is insignificant ENVIRONMENTAL INDICATORS Treatment of the indicator RD reference Measures implemented by the company to take environmental issues into account and, where appropriate, environmental assessment or certification procedures NC - General policy Employee training and information in the area of environmental protection NS given the nature of the Group's activity - The resources used to prevent environmental risks and pollution The amount related to provisions and guarantees for environmental risks, unless such information is liable to seriously prejudice the company in an ongoing dispute NS given the nature of the Group's activity NA given the nature of the Group's activity - - Pollution and waste management Measures to prevent, reduce or repair air, water and land emissions that seriously impact the environment NA given the nature of the Group's activity Measures to prevent, recycle and eliminate waste France Measures taken in relation to noise pollution and any other form of pollution specific to an activity France Water consumption and supply in accordance with local constraints NS given the nature of the Group's activity Sustainable use of resources Climate change The consumption of raw materials and measures taken to make more efficient use of them Energy consumption, measures taken to improve energy efficiency, and the use of renewable energies Land use Greenhouse gas emissions Adaptation to the consequences of climate change Biodiversity protection Measures taken to preserve or develop biodiversity NS given the nature of the Group's activity NA given the nature of the Group's activity NS given the nature of the Group's activity NA given the nature of the Group's activity France NS: TowerCast is the only activity that may be concerned by this factor NA = Not applicable NC = Not communicated NS = Not significant RD = Registration document 11

13 1Persons responsible and Independent Auditors 1.1 PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT Name and function of the person who bears responsibility for the document Jean-Paul Baudecroux Chairman and Chief Executive Officer 1.2 STATEMENT BY PERSON RESPONSIBLE FOR REGISTRATION DOCUMENT Statement by Responsible Person I declare, after having taken all reasonable measures to this effect, that the information contained in the present registration document is, to the best of my knowledge, accurate and contains no omission likely to alter its substance. I declare, to the best of my knowledge, that the accounts are drawn up in accordance with applicable accounting standards and give a true picture of the assets, the financial situation and the results of the Company and all of the companies included in the consolidation, and that the management report shown in chapters 2, 3 and 6 presents a true picture of the development of the business, the results and the financial situation of the Company and all of the companies included in the consolidation, together with a description of the main risks and uncertainties with which they are confronted. I have obtained a certificate from the statutory auditors, in which they state having audited the information covering the financial situation and the statements given in the present registration document and that they have read the entire registration document. The financial information for the year ending 31 December 2012 was the subject of a report from the statutory auditors given in chapters 7 and 8 of the present registration document. Also, the financial information included by reference, as specified in paragraph 1.4 of this registration document, has been the subject of reports from the statutory auditors which contain comments for the financial year ending 31 December 2010 (cf. the corresponding report on pages 141 and 142 of the 2010 registration document which was filed with the AMF on 31 March 2011 under number D ). Paris, 28 March 2013 Jean-Paul Baudecroux Chairman and Chief Executive Officer Information officer Jean-Pierre Trelat Executive Director Finance and International Business Telephone: +33 (0) Incumbent Independent Auditors Deloitte & Associés Bertrand Boisselier 185, avenue Charles de Gaulle Neuilly sur Seine - FRANCE PricewaterhouseCoopers Audit Laurent Daniel 63, rue de Villiers Neuilly sur Seine - FRANCE 12

14 1.3 INDEPENDENT AUDITORS MANDATES Incumbent Independent Auditors Deloitte & Associés 185, avenue Charles de Gaulle Neuilly sur Seine - FRANCE Represented by Bertrand BOISSELIER PricewaterhouseCoopers Audit 63, rue de Villiers Neuilly sur Seine - FRANCE Represented by Laurent DANIEL *Following the expiry of their predecessors' mandates. Start date of first mandate 27 February 2003* 28 May 2009* End date of mandate Annual General Meeting to approve the accounts for the financial year ending 31 December 2014 Annual General Meeting to approve the accounts for the financial year ending 31 December 2014 Deloitte & Associés and PricewaterhouseCoopers Audit are members of the Versailles regional company of independent auditors. Replacement Independent Auditors BEAS 7-9, villa Houssay Neuilly sur Seine Yves NICOLAS 111, rue de Silly Boulogne Billancourt *Following the expiry of their predecessors' mandates. Start date of first mandate 27 February 2003* 28 May 2009* End date of mandate Annual General Meeting to approve the accounts for the financial year ending 31 December 2014 Annual General Meeting to approve the accounts for the financial year ending 31 December 2014 BEAS and Mr Yves Nicolas are members of the Compagnie Régionale des Commissaires aux Comptes de Versailles FEES Fees of the Independent Auditors and members of their networks borne by NRJ GROUP and its subsidiaries (net of tax and costs) for the financial years ending 2011 and 2012: Deloitte & Associés PricewaterhouseCoopers Audit Amount % Amount % Audit Auditing, certification and examination of annual and consolidated financial statements - NRJ GROUP % 42% % 32% - Fully consolidated subsidiaries % 58% % 35% Other checks and services directly related to the duties of independent auditors - NRJ GROUP % - Fully consolidated subsidiaries Subtotal % 100% % 100% Other services provided by the networks of fully consolidated subsidiaries - Legal, taxation, corporate - Other Subtotal TOTAL % 100% % 100% These services concerned the checks performed for a disposal project. 13

15 1.4 DOCUMENTS INCORPORATED BY REFERENCE In accordance with Article 28 of European regulation n 809/2004 dated 29 April 2004, the present registra tion document incorporates, by reference, the following information, to which the reader is invited to refer: For financial year ending 31 December 2011: the consolidated and unconsolidated financial statements and related reports from the Independent Auditors shown in the registration document registered on 30 March 2012 with the Financial Markets Authority (N D ), respectivel y on pages 98 to 146 and 147 to 169. For financial year ending 31 December 2010: the consolidated and unconsolidated financial statements and related reports from the Independent Auditors shown in the registration document registered on 31 March 2011 with the Financial Markets Authority (N D ), respectivel y on pages 91 to 142 and 143 to

16 2 PRESENTATION - ACTIVITIES AND RESULTS - IMPORTANT ELEMENTS (PROPERTY, SUBSIDIAR- IES AND CONTRACTS) OF THE GROUP AND THE PARENT COMPANY 2.1 HISTORY AND CHANGES HISTORICAL REMINDER Birth of NRJ. Birth of CHERIE FM. NRJ in Switzerland and in Belgium. NRJ on the Secondary Market of the Paris Bourse. RIRE & CHANSONS in Ile-de-France. NRJ in Berlin. 3 new NRJ stations in Germany. NRJ in Sweden. NRJ on Monthly Settlement with the Paris Bourse. 14 new NRJ stations in Sweden and launch of NRJ in Helsinki. RIRE & CHANSONS nationally. NRJ in Vienna and Oslo. NRJ purchases 80% of NOSTALGIE. 7 new NRJ frequencies in Finland. NRJ on the Primary Market of the Paris Bourse. All assets grouped within NRJ GROUP. NRJ in Denmark. 3 new NRJ stations in Norway. NRJ holds 100% of NOSTALGIE. NRJ becomes the number 1 radio station in France by aggregate audience over September October 2002 (*). NRJ acquires 49% of Radio Z AG, in Zurich. Introduction of NRJ 12, national free digital television channel. Introduction of NRJ MOBILE, virtual mobile telephone operator. Launch of first web radios. Introduction of NRJ HITS, cable, satellite and ADSL music channel. Introduction of NRJ MOBILE and C le Mobile mobile telephony subscription offers. Change of management mode by adoption of the status of limited company with Board of Directors, and appointment of Jean-Paul BAUDECROUX, main shareholder and founder of the Group, as Chairman and Chief Executive Officer. Refocus on radio, TV and Internet media. Introduction of NRJ PARIS. Reduction of NRJ GROUP's holding in NRJ MOBILE from 50% to 10% and continuation of the activity under licence. In response to an unprecedented worldwide financial and economic crisis, the Group has been protecting the margins in its historical activities (Music Media and Events and International) by cost-saving measures and is continuing to develop its growing activities (particularly Television and Broadcasting). Launch of applications for listening to radio over the mobile Internet. Strong growth in earnings set against a historical increase in the NRJ station's audience figures over the second half of the year and record audience levels for NRJ 12, NRJ HITS and NRJ PARIS on television. Sale of the local television channel 7L (Montpellier). Continuation of the strong development of the TV division and particularly the NRJ 12 channel in the context of the switch-off of the analogue television signal in France. Strong development of towercast, the Group's broadcasting subsidiary. NRJ in Greece and NOSTALGIE in Portugal. NRJ was the leading radio channel in France according to the Médiamétrie April-June 2012** survey. Introduction of CHERIE 25, the Group's second largest free national digital television channel. Introduction of the 200th webradio. (*): Survey 75,000 + Médiamétrie-surveys September-October 2002 aggregate audience Monday-Friday-5:00/24:00 Target 13 years and + (**): Radio survey 126,000 + Médiamétrie-surveys April-June 2012 aggregate audience Monday-Friday-5:00/24:00 Target 13 years and + 15

17 2.2 SIMPLIFIED GROUP ORGANISATION STRUCTURE AS AT 31 DECEMBER 2012 % controlled Radio Compagnie Musicale de Diffusion 100% NRJ NRJ GROUP 100% 100% A list of the consolidated companies on 31 December 2012 is shown in note 33 of the notes to the consolidated financial statements. The percentages of control shown in this list were unchanged on 28 March 2013 with the exception of that of Frankfurt Business Radio GmbH & Co. Betriebs KG, part of whose shares were sold and are no longer consolidated. NRJ network 1 subsidiary 4 equity affiliates 3 joint ventures Radio Nostalgie Nostalgie network 1 subsidiary 2 equity affiliates 99.99% Chérie FM 100% Chérie FM network 3 subsidiaries 2 equity affiliates 1 joint venture 100% Rire & Chansons National advertising agency 99.89% NRJ Global Local advertising agencies 100% Advertising Networks 1 subsidiary, 1 joint venture Broadcasting 1 foreign subsidiary towercast 100% Internet 100% e-nrj Events, Shows and Other Productions Television 100% NRJ Music 100% 100% NRJ Publishing NRJ Entertainment 4 subsidiaries 100% NRJ 12 1 equity affiliate 75% Société de Télévision Locale 1 equity affiliate 20% 100% 100% Boileau TV 1 subsidiary 1 subsidiary 100% Chérie HD 1 participation Other activities 100% 99.90% 100% 2 subsidiaries 1 subsidiary SCI Pompignane 100% NRJ Audio 0.10% 99.99% NRJ Production International (NRJ/Energy and Nostalgie/Nostalgia networks) 100% Switzerland: Energy Branding SA Finlande Allemagne Suède Norvège Suisse 100% 100% 100% Autriche 100% Belgique 100% 100% 100% NRJ Finland Oy AB Radio NRJ GmbH NRJ International Operations GmbH NRJ Radio Beteiligungs GmbH NRJ Belgique SA RBS Broadcasting AB Energy Holding Norway AS 99.95% NRJ Holding Suisse SA 10 subsidiaries / 4 affiliates 7 subsidiaries 1 joint venture 6 subsidiaries 2 equity affiliates 1 branch Nostalgie SA 1 equity affiliate 50% 16

18 NRJ GROUP is the Group's parent company. Its income comes essentially from invoicing for services management fees performed on behalf of the Group's French companies, brand licensing royalties and dividends received from its direct subsidiaries. The main commercial relationships during the 2012 financial year between the different companies of the Group were as follows: marketing, by NRJ GLOBAL SAS, of the national advertising space for the Group's four radio stations, Internet sites, events and television advertising, marketing in France, by REGIE NETWORKS SAS and its subsidiaries, of the local advertising space of radio stations authorised in category C by the Conseil Supérieur de l'audiovisuel [higher council for the audiovisual sector], of local Internet spaces and local events, partial broadcasting by towercast SAS of the programmes of the Group's four radio channels, of NRJ 12 SARL (NRJ 12 programme) and of CHERIE HD SAS (CHERIE 25 programme), leasing, by NRJ PRODUCTION SAS, of buildings in the Ile-de-France region belonging to companies of the Group having their head offices there, provision, by NRJ AUDIO SAS, of IT and audiovisual technical services on behalf of French subsidiaries of the Group, concession, by NRJ GROUP, of the licence for the NRJ/ENERGY brands to NRJ SAS, provision, by NRJ GROUP, of services for the benefit of the French subsidiaries of the Group. 2.3 KEY FIGURES HISTORICAL FINANCIAL INFORMATION Income statement (in million euros) Change (%) Revenues % Of which dissimilar barters % Revenues excluding dissimilar barters % Current EBIT before dissimilar barters % Current EBIT / revenues (excluding dissimilar barters) 16.2% 16.2% Current EBIT % Non-recurring operating income and expenses N/A Financial income % Corporate income tax (24.7) (19.3) +28.0% Share in income of associates (0.4) (0.2) % Consolidated net income % Including minority interests % Including net attributable profit % The definition of the above key indicators is given in the notes attached to the consolidated financial statements, in chapter Accounting Principles and Policies, in sections to (na: not applicable) 17

19 Consolidated balance sheet (in million euros) Goodwill Property, plant and equipment and intangible assets Investments in associates Non-current financial assets Non-current assets (excluding deferred tax and net of debts on fixed assets) Inventories Trade and other receivables Trade and other payables (145.3) (145.7) Working capital requirement (excluding net debts on fixed assets) Net tax liabilities (current and deferred) (25.3) (33.7) Provisions (16.0) (16.6) Taxes and provisions (41.3) (50.3) Non-current borrowings (1.9) (0.7) Current borrowings (0.0) (0.1) Cash and cash equivalents Net cash surplus Shareholders equity Total assets Total liabilities (697.1) (686.4) Consolidated cash flow (in million euros) Gross free cash flow before net debt servicing costs and taxes Taxes paid (30.4) (23.9) Change in working capital requirement (13.8) (0.1) Net cash flows generated by the business Disbursements relating to acquisitions of fixed assets (31.9) (33.9) Receipts related to the disposal of fixed assets Net cash flow assigned to investments (30.7) (31.3) Dividends paid by the parent company (23.8) (24.3) Receipts linked to new borrowings net of repayments 0.2 (0.3) Net (acquisitions) disposals of treasury stock 0.5 (16.4) Other flows relating to financing activities Net cash flows assigned to funding transactions (21.4) (39.2) Impact of the variation in exchange rates Change in current cash flow (10.2) (15.1) INTERIM FINANCIAL INFORMATION Nil 18

20 2.4 ACTIVITY AND RESULTS Presentation of the business lines and their markets NRJ GROUP is one of the main private French media groups and an international player established in 22 other countries, either through direct establishment or via contracts to license the NRJ/ENERGY brand, the number one international radio brand, and/or NOSTAL- GIE/NOSTALGIA. In France, the Group is a leader in the private radio market and one of the new players in the television market. The Group is also a growing player in the market for radio broadcasting through its subsidiary towercast SAS, which is the number 2 operator in the French broadcasting market. NRJ GROUP is in the business of publishing, producing and broadcasting, and markets its own media spaces. For several years, it has been supported by the strength of its radio media and its brands NRJ, NOSTALGIE, CHERIE FM and RIRE & CHANSONS, by its marketing expertise and by its commercial power, in making use of new media, particularly in television as well as ancillary activities in partnership such as mobile telephony in order to follow and anticipate developments in consumption and offer a wider range of advertising services to its clients. PRESENTATION OF MEDIA ACTIVITIES The Group's core business consists of creating and developing media, whether it be radio stations, television or the Internet. In this context, the programmes and content broadcast by the Group aim to capture the widest audience, meaning the largest number of listeners, viewers or Internet users. Thus, nearly 84% of consolidated revenues in 2012 came from selling advertising space or screens to advertisers wishing to promote a message, product or brand with a wider audience. The Group's revenue therefore mainly comes from advertising investment in the media. In 2012, the net advertising revenues market reached EUR 13.3 billion euros in France, representing a decline of 3.5% based on the new IREP survey scope (Source IREP France Pub 2012): After a drop in media investments in 2008 and 2009, the advertising market grew by about 2.9% in 2010 and 0.1% in 2011 based on the former scope of the IREP survey (Source IREP France Pub). (In million euros) 2012 Change 2012/2011 Television 3, % Press 3, % Outdoor advertising 1, % Radio % Internet "display" % Internet "search" 1, % Mobile "display" % Directories % Cinema % Advertising mail* 1, % Address-free advertising* % TOTAL 13, % * Only includes distribution revenues, excludes production and advisory services. Source IREP France Pub 2012 Each medium may outperform or underperform the general media market trend from year to year, according to the choices made by advertisers. Generally, visibility in the advertising market is low and depends on the economic health and dynamism of advertisers and therefore on the international and national economic environment. The Group's competitive position in each of the media markets in which it is present also depends on the audience, or audience share, that it develops. It may therefore outperform or underperform the positive or negative advertising expenditure trends observed for a medium, depending on whether its audience share increases or decreases. Among the media, radio is the Group's main business line, in which it is the leader in France and where it has achieved a high level of profitability. In particular, in television, the Group is developing a national channels division, which requires significant investment before reaching balance. In 2012, the Group was granted a new free national channel which will require significant investment before reaching breakeven. On the Internet, but to a lesser extent, the Group is currently investing to develop a service allowing the consumption of its media over the Internet and mobile Internet. In general, the business of media publisher is based on an economic model with a high proportion of fixed costs, meaning costs not directly related to revenue. Therefore, any variation in revenue can have a strong impact on the results, assuming stable fixed costs. The Group points out, however, that a certain number of these fixed expenses may change in line with the resources that the Group wants to allocate to its activities or the general evolution of the price of goods and services purchased by the Group, or based on indexation rates for expenses that are index-linked, such as broadcasting charges. With regard to the latter, note that a significant share of the Group's radio broadcasting and a minority share of its TV broadcasting is carried out by one of its wholly-owned subsidiaries, towercast SAS. Concerning advertising revenues, visibility is limited to a few weeks, or even a few days, particularly for very responsive media such as radio or the Internet. In these media, the time frame and cost for preparing advertising campaigns is low, which allows advertisers to implement, or cancel, advertising campaigns within a few days. Among the variable costs that the Group is obliged to acknowledge, particularly in relation to the radio business in France, in application of Article L of the Intellectual Property Code, is fair remuneration for performing artists and producers of sound recordings, in return for programmes broadcasting sound recordings published for commercial purposes, to which the holders of related rights cannot object. 19